Formal Interpretation No. 13 (Supersedes Formal Interpretation No. 5)

Formal Interpretation Pursuant to § 803.30 of the
Premerger Notification Rules, 16 CFR § 803.30, Concerning
Early Termination of the Waiting Period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976.

This formal interpretation of the Premerger Notification Rules concerning "early termination" of the waiting period provided by the Hart-Scott-Rodino Act is issued by the Federal Trade Commission pursuant to 16 CFR § 803.30. It supersedes a formal interpretation issued by the staff of the Federal Trade Commission on April 10, 1979. That interpretation announced criteria that would be used by the Federal Trade Commission and the Department of Justice in determining whether a request under 16 CFR § 803.11 for early termination would be granted. One of those criteria was a requirement that the parties demonstrate some special business reason that warranted early termination of the waiting period.

After experience with the standard for early termination announced on April 10, 1979, the agencies have determined that early termination requests may be appropriately granted in a wider range of circumstances without diminishing the effectiveness of the enforcement process. In the future, the agencies will normally grant a request for termination of the waiting period under the following circumstances:

  1. At least one party to the proposed transaction has requested early termination in writing;  
  2. All parties to the proposed transaction have submitted notification and report forms and any other information required; and,  
  3. The Federal Trade Commission and the Antitrust Division of the Department of Justice have determined not to take any enforcement action during the waiting period.

Thus, it will no longer be necessary to include in a request for early termination a statement of reasons why the requesting party wishes to consummate the transaction before the end of the waiting period. The amount of time needed to act upon such requests cannot be predicted with precision. It will necessarily vary according to several factors, including the workload of the agencies, the complexity of the proposed transaction, and the seriousness of the antitrust concerns (if any) raised by the proposed transaction.

Notification of each grant of early termination will be published in the Federal Register as required by § 7A(b)(2) of the Clayton Act. 15 U.S.C. § 18a(b)(2). In addition, if any party's request for early termination has been granted, it is the practice of the Federal Trade Commission to so notify by telephone all parties who have filed in connection with that acquisition.

The Assistant Attorney General in charge of the Antitrust Division of the Department of Justice concurs in this interpretation.

August 20, 1982